¶1
S & P Brake Supply, Inc. (S&P) appeals from the order
upon judicial review entered by the Thirteenth Judicial
District Court, Yellowstone County, which affirmed the Final
Decision of the Department of Justice that approved, upon
good cause, termination of S&P's franchise agreement
with Appellee Daimler Trucks North America, LLC (Daimler). We
affirm, and address the following issue:

Did the District Court err by affirming the final agency
determination of good cause to terminate the franchise
agreement?

FACTUAL
AND PROCEDURAL BACKGROUND

¶2
S&P is a brake remanufacturing business that also sells
trailers. In 2000, S&P became an authorized dealer of
Western Star Trucks. Western Star is a "high-end"
brand of semi-trucks. S&P operated its Western Star
franchise under the name Rocky Mountain Western Star, subject
to a Dealer Agreement (the Agreement) with Western Star's
parent company, Daimler.

¶3
Under the Agreement, S&P was authorized to purchase
Western Star semi-trucks and their components at a reduced
price for resale, and sell and service Western Star products
under manufacturer warranty. The Agreement permitted S&P
to continue its other business interests, but required
S&P to make its best effort as a franchisee to maximize
the sale of Western Star trucks in the franchisee's
designated area of responsibility (AOR), which was
Yellowstone County, Montana. The Agreement was supplemented
each year with an Annual Operating Requirement Addendum
(AORA), which provided minimum sale and service targets for
S&P.

¶4
Between 2009 and 2013, S&P sold a total of 11 Western
Star trucks and averaged $400, 000 in parts and service sales
each year. Only two of the trucks in that period were sold in
Yellowstone County. In April 2012, Daimler sent S&P a
letter identifying deficiencies under its franchise that
needed to be corrected, including failure to adequately
promote and sell Western Star trucks, failure to hire
necessary personnel, and failure to submit required financial
statements.

¶5
In September of 2013, Daimler, pursuant to the Montana Dealer
Act, served S&P and the Montana Department of Justice,
Motor Vehicle Division (Department), with notice of its
intention to terminate the Agreement and S&P's
franchise. S&P filed an objection with the Department,
asserting that Daimler did not have good cause to terminate
the franchise, as required by the Act.

¶6
In January 2015, a contested case hearing on Daimler's
proposed termination of S&P's franchise was conducted
before Department Hearing Officer Sarah M. Clerget. Hearing
Officer Clerget issued finding of facts, conclusion of laws,
and a proposed order that concluded Daimler had good cause to
terminate S&P's Western Star franchise. S&P filed
exceptions and, after receiving oral arguments from the
parties, the Department issued a Final Decision that adopted
the proposed order.

¶7
S&P filed a petition for judicial review of the
Department's decision in the District Court, which
affirmed the Department's Final Decision. S&P
appeals, arguing that the District Court erred by determining
that Daimler met its burden to prove good cause for
termination of the franchise agreement.

STANDARD
OF REVIEW

¶8
Pursuant to the Montana Administrative Procedure Act, a
district court's review of an agency decision is confined
to the record. Section 2-4-704(1), MCA. "The court may
not substitute its judgment for that of the agency as to the
weight of the evidence on questions of fact." Section
2-4-704(2), MCA. A "court may reverse or modify the
decision if substantial rights of the appellant have been
prejudiced" because:

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